Twilight starts the fight by flying directly into him and piercing his flight systems with her horn.

Twilight: THIS IS FOR EARLIER!

Metal Sonic: *Gets hit* BEEEN!!! IORANC!

Metal now is limited to hovering. He falls to the highway below and Sonic and Twilight follow.

Sonic: Nice shot! But leave him to me now!

Twilight: Forget that! I'm helping! By the way, are you Sonic?!

Sonic: THE one and only! Why? Ya heard of me?

Twilight: *Suddenly thinking of Rainbow Dash* Well, yes actually! Look, I'm going to help you stop that machine, and I'm not taking no for an answer!

Vinyl Scratch: PONIES ON MOTORCYCLES!!! *Rides in on a motorcycle with Pinkie and a boombox. Pinkie jumps off and runs up next to Twilight and flips her onto her back* Keep rockin', baby! *Pops a wheelie and rides along side the heroes*

Pinkie: Hey, Twilight!

Twilight: Pinkie! What're you doing now?!

Pinkie: You're speed up spell isn't gonna keep up for long by yourself! I'm naturally fast! I'll keep up the pace! You let that shiny spike-head have it!

The battle is set as a 3-D Stardust Speedway style on Sonic's end and a [Space Harrier] style for Twilight. Metal uses his electric Maximum Overdrive to shield himself from Sonic's physical attacks. So while Sonic can only dodge, Twilight takes lead and aims her magic blasts in rapid succession to damage and weaken his defencive shield down to tiny sparks so that Sonic can hit him right where it hurts! Metal retaliates for each one with a new attack of his own.

In the first phase, Metal flies behind them and charges with an electric drill-tackle. Sonic dodges the first move and Twilight dodges on the rebound. When Metal slows down, the time to attack is opened!

Twilight: *Shoots his shield down with a rapid fire* Sonic! Now's your chance!

Sonic: Gotcha! *Boosts and Homing Attacks* HA!

Metal: GZZZZRT!!!

For the second phase, Metal uses his Thunder Chest Lazer to destroy parts of the bridge highway in front of them. Red highlights show which parts are destroyed. Eventually, Metal needs to cool down. Second attack time!

Twilight: One good charge shot should do it! *Fires* GO!

Metal: *Gets hit* NGNGNGNGN! OUUWIIIEE!!!

Sonic: My turn! *Spin Dashes and jumps into him off a ramp* WHOOOT!!!

Metal: *Gets hit again* VMVMVMVM!!!

For the third phase, Metal creates a large electric bomb and throws it onto the highway and has the electricity from the explosion surge spiratically along the road. He leaves himself wide opened for a hit while he charges, but throws them quickly and constantly. Twilight hits him with either rapid fire or a charge shot to stun him for Sonic to hit directly! Metal is smoking and surging with electricity. He's almost finished!

Vinyl Scratch: AW YEEEEEAH! It is about to go DOWN!

Eggman appears on a monitor and commands Metal Sonic to activate a critical mode with his Maximum Overdrive. He needs to get back to the base for repairs before he gets destroyed. But not to lose at any cost! Metal complies and activates Critcal Overdrive! For the final phase, Metal crashes into parts of the road and walls of the bridge like crazy. This state makes him electrified and invulnerable to Twilight's magic attacks and Sonic's normal attacks. So to finish him off, Twilight directs her magic to Sonic and shoots him with an energy booster, giving him the Ring Energy he needs. Until his Ring Counter reaches 50+, he needs to dodge Metal's attacks and stay alive until he reaches minimum power.

Sonic: Whoa! What's this now?!

Twilight: That energy will keep you alive to get through his defences! Now's your chance! Finish him off!

Sonic: Thanks! Time to take out the over-recycled trash! *Turns into Super Sonic and uses this opportunity to finish the fight with one final blow* TAKE THIS, METAL! *Boosts and INTENSE IMPACT!*

Metal Sonic: BZZZZZEEET-VOOOORRRIIMMMMMT! WHAT THE F-BOOOOOOOOOOOOOOOOOOOOOOOOOOOOM!!!!! *Explodes to pieces*

K.O.!------------------------------------------------------------------------------------------Vinyl Scratch appears on screen as the others make it to the end of the highway.